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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 36805/ February 2, 1996

ADMINISTRATIVE PROCEEDING
FILE NO. 3-8897

______________________________
                              :
In the Matter of              :
                              :    ORDER MAKING FINDINGS AND
ROBERT E. LINDLEY             :    IMPOSING SANCTIONS BY DEFAULT
                              :
_____________________________ :

     The Division of Enforcement ("Division") has filed a motion
for default in the above-referenced matter.  In support of the
motion, the Division states that the Order Instituting Public
Administrative Proceeding Pursuant to Sections 15(b) and 19(h) of
the Securities Exchange Act of 1934 ("Order") in this matter was
issued on December 18, 1995 and that the Order was served upon
Respondent Robert E. Lindley ("Lindley") on December 28, 1995. 
More than twenty days have elapsed since the Order was served on
Lindley and no answer has been received from him. 

     As provided by Rules 155 and 220 of the Commission's Rules
of Practice, 17 C.F.R.  201.155 and 201.220, Robert E.
Lindley
is hereby deemed to be in default, because he has not answered
the Order.  Furthermore, Lindley indicated during a telephone
prehearing conference in this matter that he had received the
Order and did not intend to answer or otherwise defend the
proceeding.  He also stated that he had no objection to a finding
of default against him and that the allegations in the charging
document were generally accurate. 
 
     Accordingly, I find the following allegations, as set forth
in the Order, to be true:

     A.   Vestcorp Securities, Inc. ("Vestcorp") was a broker-
dealer formerly registered with the Commission (File No. 8-
30879).  Vestcorp's principal place of business was in Irvine,
California.  On June 29, 1995, Vestcorp's broker-dealer
registration was cancelled.

     B.   Lindley was associated with Vestcorp from 1983 through
July 1994.  He was the treasurer of Vestcorp from 1983 through at
least November 1993 and also was the secretary of Vestcorp for
most of that time. 
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     C.   On October 10, 1995, a Final Judgment of Permanent
Injunction and Other Relief was entered against Lindley in the
United States District Court for the Central District of
California, permanently enjoining him from future violations of
Section 17(a) of the Securities Act of 1933, Section 10(b) of the
Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5
thereunder.  SEC v. William E. Cooper, et al., Civil Action No.
94-1344 HLH (C.D. Cal.).

     D.   The Commission's Complaint in the above-referenced case
alleged that from about May 1981 through April 1994, Lindley and
other defendants, primarily while associated with Vestcorp,
engaged in the fraudulent sale of securities in the form of
limited partnership units.  Lindley and other defendants raised
approximately $99 million in the sale of 239 limited
partnerships.  According to the Complaint, in the offer and sale
of the limited partnership units, Lindley and the other
defendants engaged in the following fraudulent conduct:

          1.   failed to disclose that the trust deeds securing
the limited partnership investments did not exist; 

          2.   misrepresented that the funds paid to the limited
partnership investors were derived from the profitable operation
of the partnerships and omitted to disclose that the amounts paid
were actually funds diverted from custodial accounts of First
Pension Corporation ("First Pension"), a pension administrator
controlled by Lindley and others; and

          3.   misappropriated client funds by a) diverting $25
million in First Pension custodial client funds to other entities
controlled by Lindley and other defendants, b) misappropriating
First Pension deposit and distribution checks, and c)
misappropriating pension client funds held in other custodial
accounts by forgery. 

     E.   In a criminal proceeding arising out of the same
conduct, Lindley was convicted on two counts of mail fraud in
violation of 18 U.S.C.  1341 and, on February 2, 1995, Lindley
was sentenced to a maximum of 9 years in prison and ordered to
pay restitution of $73,127,020.  United States v. William Edward
Cooper, et al., Criminal Action No. 94-581 (C.D. Cal.). 

     Based on the foregoing, I find that it is in the public
interest to sanction Lindley pursuant to Sections 15(b) and 19(h)
of the Exchange Act.

     IT IS ORDERED that respondent Robert E. Lindley is hereby
barred from association with any broker or dealer.


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                                   Lillian A. McEwen
                                   Administrative Law Judge